Section 1: Services Overview
The Services (“Services” “Site”, “Service”, “Software” or “Platform”) provided by Gimmie consist of several online marketing tools designed for helping online businesses (“Applications” or “Websites”) with their customer engagement and featuring an artificial intelligence system called ELFs, (“Engagement Level Forecast System”) that helps provide predictions, optimization and recommendations for the tools. Not all of the Gimmie marketing tools may use ELFs so please confirm prior to acceptance of your Subscription or Service. The Services enable you as a Customer (also defined as a “Publisher”) to do the following with respect to your end user customers (“End User Customers”): browse your End User Customer online behavior and data, send them various marketing messages or types of interactive engagement, advertise your content to third party websites or apps, show advertising from Gimmie and/or its partners, collect custom personal information about your customers on an opt-in basis. In addition to above, some of our customers may elect to use Gimmie to become an advertiser also called “Reward Provider” or “Sponsor”. An advertiser may target the customers or audience of a specific Publisher; and/or the customers or audience of any Publisher that fit the characteristics of the target audience identified or selected by the Sponsor. In this instance, Gimmie will automatically match the Sponsor’s preferred target audience to those of the appropriate Publisher(s).
Gimmie Products and services at the time of this Agreement include:
Please refer to www.gimmie.io for the most uptodate product or service, and refer to your Invoice, MOU or publisher agreement (if any) for confirmation as to which product you are requesting to use.
Section 2: Service Provisions
a) Nature of General Services.
Gimmie’s Software and Services may be changed or canceled at any time. Some software features connect to computer systems and servers over the Internet which may be located in a country or jurisdiction other than the one in which you reside. By using the Software, you consent to the transmission of this information via the Internet and the transfer or storage of data or information in various jurisdictions.
Gimmie and/or its contractors may, from time to time, release updates to the Software or perform maintenance on the Software or its network. Gimmie takes no responsibility for the unavailability of any Gimmie Content or any of your provided Content (see Section 5) : (a) during periods where the Software or its network is offline or unavailable for any reasons; or (b) as may be caused by your failure to update the Software to the most recent version released by Gimmie. Any future release, update, or other addition to the functionality of the Software, if any, provided by Gimmie shall be subject to these Terms. Neither Gimmie nor any of its suppliers is obligated to provide any services, updates or upgrades to the Software.
Gimmie will provide level one support to the Customer in the management and maintenance of the Services for its own use, if it is listed under a Service Subscription or contracted Service. Level One Support means a dedicated representative (also called a “Customer Success Manager” “CSM” or “support) will be assigned in addition to online support in a ticketing system called “Level Two Support”. Services may include technical support for regular use of the system. Gimmie will provide level two support to the Customers with an active subscription or contract service agreement that states that it includes Level Two Support or an Online Ticketing system. Customers are responsible for answering their individual service or technical requests from their end user customers, but may forward or cite examples of end user customer requests when forwarding onto Gimmie for Level Two Support. Gimmie technical or support services provided will respond in the order of which the ticket request is received. Priority will be given to customers on higher subscription tiers or contracted services first, but all customers should expect a response within 1 working day of first contacting, although in rare cases of high volume or holiday period, the wait time may be longer than 1 day and there will be no credits or refunds for a delay in response of any kind. To escalate any ticket you may email Gimmie’s CEO directly at email@example.com if you still have not received a response from our online ticketing system after 24 hours. For customers on level 1 support you should contact your designated contact first before emailing the Gimmie CEO or contacting support. With respect to any technical or other information you provide to Gimmie in connection with its provision of technical or support services, you agree that Gimmie has an unrestricted right to use such information for its business purposes, including for product support and development.
d) Showing Advertising
Some of the Gimmie Services provided may include the option to show display advertising that is sourced from Gimmie and/or its partners. You acknowledge and agree that Gimmie may not be able to fill every request for Advertising sent to its servers with paid Advertising. In such circumstances, Gimmie may respond to requests to serve Advertising with advertising that does not generate payment for you. Under no circumstances does Gimmie guarantee to provide any paid Advertising, and Gimmie shall have no liability for any non-paying advertising.
The Publisher shall place any advertising or any content promoting the availability of (i) rewards to customers of the Publisher, and (ii) products and services offered by Rewards Providers (“Reward Advertising“), in such a manner as to ensure that the Reward Advertising is fully and clearly visible to users, and will comply with the reasonable requests of Gimmie with respect to such placement.
The Publisher agrees to promptly notify Gimmie of any support requests from end users with respect to any Reward Advertising from Gimmie.
e) Advertising on third party Sites and Applications using Gimmie Services
If you choose to create a reward or Advertisement to enable a customer to redeem your product or service at a discounted rate or make a special offer, you shall accept the coupon containing the reward in accordance with the terms and conditions of the discount or offer when presented. You are solely responsible for any issues or problems that may arise in relation to the coupon or the redeemed reward.
You agree to submit, amend and/or withdraw any information on any reward you have offered using the Loyalty Platform in accordance with any policies that Gimmieworld may introduce or amend from time to time. Gimmieworld’s policies may relate to technical specifications, privacy, acceptable content, and any other matter, as the same may be amended by Gimmieworld, at its absolute discretion, from time to time.
Section 3: Ability to enter into this Agreement
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
Section 4: Your Account to use Services
You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your email address, allows you to access the Services. That email address and password, together with any or other user information you provide, from your “Profile Information” and allow you to access your account (“Account”). You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying us immediately.
By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.
Section 5: Payment for Services
You shall pay all fees specified in any Subscription or Written Contract, both online and offline.
Gimmie reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Gimmie reserves the right to change its price list and to institute new charges at any time, by posting such fee changes to the Services or on the Site, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid here-under are non-refundable.
a) Subscription Services
We will charge you a monthly fee based on the total traffic you plan to send to your web pages hosted using the Services, the features of your selected subscription level, and any additional features, integration add-ons or modifications to the Services, your Account or your Subscription that you select. Such monthly fees shall be billed in advance for each month and are non-refundable. There will be no refunds or credits for partial months of service or for periods in which your account remains open but you do not use the Services. If the total traffic to your web pages hosted using the Services increases beyond that which you have specified, you will be informed that you have exceeded your traffic limit and you must modify your account settings such that your subscription plan traffic limit accommodates the traffic you have received within the current billing period. Payment shall be made through the Gimmie Website, unless there is an expressed written agreement that accepts alternative payments.
b) Contracted Services
We will provide you an agreement either to be signed online or via physical signature that outlines the order made for the services, which shall include the exact services provided by Gimmie, as well as the total amount due with the relevant payment schedule or due dates. All terms and conditions contained within this agreement will hold. Should there be any conflicts between the terms in the Contracted Service Agreement and this Agreement, than the latter shall hold, unless it is expressly stated that the Contracted Service Agreement is to hold.
c) Rights and Trials
We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site.
At our discretion, we may offer free or discounted pricing for use of the Services (a “Trial Program”). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs.
“Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Gimmie receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Gimmie shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Gimmie your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Services under this Agreement are provided. Gimmie shall consider the Services under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Gimmie all necessary assistance to facilitate the recovery or refund of any VAT paid by Gimmie in relation to the Services to the respective government or authority. You hereby agree to indemnify Gimmie for any Taxes and related costs paid or payable by Gimmie attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Gimmie for all costs and damages related to any liability incurred by Gimmie as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.
e) Payment to Eligible Publishers showing Advertising by Gimmie
Eligibility for payment shall be expressly listed in the Publishers subscription or Contracted Service Agreement, and determination for eligibility shall be determined solely by Gimmie and final. Payments made to eligible Publishers by Gimmie shall be made no later than forty-five (45) days after the end of each calendar month in which the obligation to pay becomes due. If such payments are calculated based upon the achieved number of Trigger Events, then payment shall be made only if all of the following conditions have been met: (i) such Trigger Event has actually occurred, and (ii) Net Revenue has been actually received by Gimmie with respect to such Trigger Event. Calculation of such payments shall be based solely on data recorded and tracked by Gimmie or its contractor’s system. Gimmie may retain the amount due to a Publisher until the amount due to that Publisher exceeds fifty dollars ($50) in the aggregate. “Net Revenue”means the gross amount actually received by GimmieWorld from reward providers with respect to Reward Advertising, less refunds and taxes (excluding taxes assessed on the net income of Gimmie), if any.
Tracking and Reporting/Disputes.
Any disputes regarding payments or the number of Trigger Events shall be decided solely in accordance with reports generated from Gimmie or its contractor’s system, and all determinations made by Gimmie with respect to such matters shall be final and binding. No right to audit Gimmie books and records is granted to the Publishers.
Section 6: Your submission of content to use Services
The Site and the Services available thereon enable you to provide or upload content, including but not limited to text, images, video, data, and other information or content (collectively, “Content”), to Gimmie for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Content you submit, provide or upload and the consequences for submitting, providing or uploading it.
Gimmie will use Content you upload solely in connection with providing the Services to you, and for no other reason. You agree that by uploading, or otherwise providing any Content on or through the Site and/or the Services, you grant to Gimmie a perpetual non-exclusive, worldwide, irrevocable (unless the the company terminates its use of the Services), royalty-free, fully-paid, sublicensable and transferable license to use, reproduce, distribute, and make derivative works from the Publisher’s trademarks, logos, trade dress, service marks, domain names, brand names or website URL(s) (“Trademarks“), solely for the purpose of advertising and promoting Gimmie’s Loyalty Platform and Services (including without limitation promotion that is internal to Gimmie). This license includes the right to host, index, cache or otherwise format your Content in order to provide the Services.
You represent and warrant that you own your Content or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Gimmie or Gimmie’s use thereof will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
Section 7: Your right to use Gimmie Content and Services
All right, title, interest and ownership and intellectual property rights in and to the Gimmie trademarks and the Services, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of Gimmie or its software or content suppliers. The Services are protected under Singapore and United States international copyright, trademark and other laws and treaties.
Subject to the terms and conditions of this Agreement, Gimmie grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.
Subject to the terms and conditions hereunder, Gimmie hereby grants you during the term of this Agreement, a nonexclusive, worldwide, non-transferable, revocable license (“License“) to reproduce and distribute the computer programs, applications, APIs, and code (including source code and executable object code) made available from the Gimmie Services provided including all associated documentation, whether physical, “online,” or electronic, that applies to any of the aforementioned Services or derivatives thereof solely as compiled into executable object code and used in any manner as may be determined or instructed by Gimmie.
Copying or storing of any Gimmie Content other than personal, noncommercial use is expressly prohibited without prior written permission from Gimmie or from the copyright holder identified in such Gimmie Content’s copyright notice. If you link to the Website, Gimmie may revoke your right to so link at any time, at Gimmie’s sole discretion.
Section 8: Prohibited use of Services
As a Publisher, you may not:
(b) Use the Services in any way that could harm the Services, or Gimmie’s or its contractor’s network or servers, or impair anyone else’s use thereto or use the Software try to gain unauthorized access to any service, data, account or network by any means;
(c) For Customers featuring Advertising from Gimmie, Make use of any scheme, service, automatic process, or other strategy designed to artificially affect the generation of Trigger Events (either in the Publisher’s benefit or to the detriment of either Gimmie or another publisher). “Trigger Event(s)” means an instance where a Reward Advertisement is delivered to and received by a unique end user, from which Gimmie receives or earns revenue from the associated Reward Provider due to such unique user: (a) viewing such Reward Advertising; (b) requesting through Gimmie a reward as a result of the Reward Advertising; (c) redeeming the Reward through the Reward Provider; or (d) engaging with the Reward Advertising in some fashion, including without limitation social media mentions/posts.
(d) Alter any copyright, trademark or patent notice in the Software or the Loyalty Platform; facilitates the unlawful distribution of copyrighted Content;
(e) Use Gimmie’s Trademarks in any way that suggests the website(s), products or services of the Publisher or any third parties come from or is endorsed by Gimmie;
(f) Include code or other executable files in the website(s) of the Publisher or the sites using Gimmie Services that are malicious, deceptive or unlawful, including without limitation a virus, worm, Trojan horse or other disabling device;
(g) Disclose or distribute the Software in source code form;decompiles or reverse engineers or attempt to access the source code of the software underlying the Services or any other Gimmie technology;
(h) Create or permit others to create derivative works based on the Services (except as may be approved in writing by Gimmie); and/or copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Services or underlying technology;
(i) is harmful to minors in any way;
(j) is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Gimmie;
(k) impersonates an Gimmie employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or a portion thereof without proper authorization;
(l) interferes or attempts to interfere with the proper working of the Services or prevents others from using the Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Services, or that otherwise negatively affects other persons’ ability to use the Services, or inadvertently or intentionally disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services or any other site or system in use by another customer of Gimmie;
(m) uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Services or the content contained therein;
(n) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Services to users;
(o) attempts to gain unauthorized access to the computer systems of Gimmie or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services.
(p) accesses the Site for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site;
(q) accesses the Site for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
(r) accesses the Site to upload any Content or computer code for the purposes of: (i) causing a breach of security to the Site; (ii) interfering with the proper working, functionality or performance of the Site; or (iii) preventing others from accessing or using the Site.
Engaging in any prohibited activity may result in the forfeiture of any and all unpaid payments (whether pending, accruing to, or otherwise owed to the Publisher), and termination of the Publisher’s license to use the Loyalty Platform.
Section 9: Confidentiality
The parties shall use any information or material of the other party that is not generally known to the public (“Confidential Information“) solely for the purpose of fulfilling their respective obligations under these Terms and, except for each party’s employees, agents or professional advisers, shall not disclose any Confidential Information to any person that has not executed a confidentiality agreement equivalent to this section in favor of the other party. The parties shall not disclose Confidential Information to employees, independent contractors or agents except on a “need to know” basis.
b) Exempted Information.
The terms of this Section will not apply to any Confidential Information that: (a) becomes known to the general public through no fault of the receiving party; (b) was known to the receiving party prior to the commencement of these Terms; (c) the parties have mutually agreed in writing is not confidential or (d) is required to be disclosed in any legal proceeding.
Section 10: Privacy
Section 11: Term and Termination
These Terms and the licenses granted hereunder are effective on the date Publisher accepts these Terms and shall continue until terminated pursuant hereto. This Agreement shall remain in full force and effect while you use the Services.
Gimmie may immediately terminate these Terms, and/or the provision of its Services, upon thirty (30) days written notice to Customer and without liability, both with or without cause. Upon termination, Publisher’s license to use the Services will immediately cease and Publisher will stop using the Software immediately.
The Publisher may terminate this Agreement, with or without cause, upon thirty (30) days written notice to Gimmie if it has a contraced Service Order. Online subscriptions can be cancelled anytime by contacting firstname.lastname@example.org or requesting through our website.
Upon any termination, the Licenses granted in this Agreement shall immediately terminate. Publisher shall immediately destroy any copies of the Software in its possession and shall cease, and shall cause its sub-distributors to cease distribution of any content or application that incorporates any portion of the Software. The Publisher will use commercially reasonable efforts to release, at the earliest possible date, an update of its content or application that does not feature any aspect of the Software.
All contracted Service Fees until the termination date listed in the original subscription or contracted service agreement, must be paid in full. No refunds will be given for unused services in the event of termination.
All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
Section 12: Representations and Warranties
You represent and warrant to Gimmie that: (i) you are of legal age to form a binding contract, and you are at least 13 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
a) Warranties for Customers with no Advertising from Gimmie
You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of Gimmie, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Gimmie reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Gimmie is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
b) Warranties for Customers with Advertising from Gimmie
all of Section 11, in addition:
The Publisher represents and warrants that (i) Publisher is the sole owner of all content on the application that will publish and feature the Gimmie Services (“Application“), and has all necessary rights, title, and interest in and to the Application and all other materials furnished to Gimmie to grant Gimmie the rights granted hereunder, including without limitation the right to place advertising content on such Application and collect compensation for such content; (ii) the Application, and all aspects thereof, does not and will not infringe upon the proprietary rights of any third party; (iii) the inclusion of the Software in the Application and delivery of Reward Advertising will not infringe upon the exclusive rights of any third party; (iv) the Publisher and each Application shall comply with these Terms and any applicable third party distributor licensing agreements (i.e., Apple iOS Publisher Program License Agreement, the Android Software Development Kit License Agreement, etc.); (v) the Application is and shall be compatible with the formats for which it has been designed; (vi) the Application is of high quality and free from all material bugs, flaws, and defects that could prevent or materially limit the operation of the Application or the delivery of Reward Advertising therein; (vii) there are no actions, proceedings, or claims, pending or threatened, with respect to any rights in or to the Application which may affect the legality, validity, or enforceability of these Terms or Gimmie’s exploitation of the rights granted to it here; and (viii) the Publisher will comply with all applicable laws and regulations including, without limitation, laws relating to advertising, the Internet, privacy and unfair business practices.
c) Mutual Warranties
Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under these Terms; (ii) if the party is a corporate entity, that it is duly incorporated or formed, valid and existing, in good standing under the laws of the jurisdiction in which it was incorporated or formed; and (iii) neither the execution, delivery, nor performance of these Terms will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound.
You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
You acknowledge that all Gimmie Content and Your Content (together, “Content”) accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Gimmie be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not Gimmie, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You acknowledge and agree that your indemnity obligation also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.
e) WARRANTY DISCLAIMER
You acknowledge that Gimmie has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Gimmie from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Gimmie makes no representations concerning any content contained in or accessed through the Services, and Gimmie will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Gimmie makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Gimmie OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Section 13: Indemnifications
a) You agree to indemnify Gimmie
Publisher agrees to indemnify, hold harmless and defend Gimmie, its subsidiaries, affiliates and their respective officers, directors and employees from and against all third party claims, losses, defense costs (including reasonable attorneys’ fees), judgments and other expenses related to or arising out of: (a) the breach or alleged breach of its representations, warranties and covenants; (b) any product liability with respect to the Application; (c) the alleged infringement or violation of any intellectual property or other proprietary rights contained within or implicated by the Application; and (d) Publisher’s violation of any laws, rules or regulations in connection with its development, distribution, or sale of the Application. The Publisher shall have the right to control the defense and settlement of any such claim at Publisher’s expense and to choose counsel for such purpose, provided that Publisher may not settle any such claim without Gimmie’s prior written consent, which shall not be unreasonably withheld or delayed. However, notwithstanding anything contained herein to the contrary, the Publisher shall not acquiesce to any judgment or enter into any settlement that adversely affects Gimmie’s rights or interests without prior written consent of Gimmie.
b) In the Event of a Claim
In the event of a claim, suit, action, or proceeding triggering indemnification obligations under these Terms, the Publisher will: (i) pay all Gimmie’s costs of defense (including without limitation attorneys’ fees and expenses) as they come due; and (ii) will promptly pay any settlement or final judgment entered against Gimmie in connection with any indemnified claim.
Section 14: Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL Gimmie BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE AGREEMENT HEREIN. IN NO EVENT SHALL Gimmie’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF: FIFTY DOLLARS ($50); OR (A) AMOUNTS PAID TO PUBLISHER HEREUNDER IN THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD OR (B) AMOUNTS PAID TO Gimmie HEREUNDER IN THE IMMEDIATELY PRECEDING SIX-MONTH PERIOD.
Section 15: Proprietary Rights and Ownership
a) Intellectual Property
Subject to the limited licenses granted to the parties hereunder, each party shall own and retain all right, title and interest in its intellectual property rights. Except as provided in these Terms, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the intellectual property and other proprietary rights of the other party without the express prior written consent of such party.
Section 16: General Provisions
Any notice required to be given in writing to Gimmie shall be addressed to: GimmieWorld Pte Ltd, atten: LEGAL, 277a Outram Road, Singapore 169065 Delivery of the notice shall occur via first class postage, return receipt requested, or by courier with delivery confirmation.
b) Governing Law/Exclusive Jurisdiction
This Agreement shall be governed by the laws of the republic of Singapore, without regard to rules relating to the conflicts of laws. Any legal action brought to enforce or interpret this Agreement shall be brought exclusively in the courts of the Republic of Singapore. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Singapore, using the English language in accordance with the rules of Singapore International Arbitration Centre (“SIAC”). The arbitrator in effect, shall be one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of SIAC arbitrators in accordance with the rules of SIAC. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
Either party’s failure to enforce at any time any provision of this Agreement shall not be construed to be a waiver or modification of that provision or of any right arising under this Agreement.
Sections 4, 6, 8,11,12,13, 14, 15 hereof shall survive expiration or termination of these Terms.
e) Injunctive Relief
The parties acknowledge and agree that breach of Sections 7, 8 and 14 hereof will entail irreparable harm to the other party and that, in addition to any claims of a party for monetary damages and other relief, temporary, preliminary and final injunctive relief will be appropriate and necessary for a party to remedy in part any breach of these Terms.
If for any reason a court, tribunal or arbitrator shall find or rule any provision of these Terms to be legally invalid or unenforceable in any country, the remainder of these Terms shall remain valid and shall be enforced to the fullest extent possible in that country and throughout the rest of the world.
These Terms can be modified only by Gimmie. Publishers shall be notified of any amendments, revisions, or modifications to these Terms through e-mail, posting of the new terms on the Gimmie website, or other device as chosen by Gimmie. Publisher’s continued use of the Software and/or Services after such notice shall be deemed consent to the amendments, revisions, or modifications.